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20231122_BUVA_Pemanggilan RUPS_31531441_lamp2.pdf
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PT BUKIT ULUWATU VILLA TBK.
(“Company”)
INVITATION
EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS AND GENERAL MEETING OF
INDEPENDENT SHAREHOLDERS
The Board of Directors hereby invite the shareholders of the Company to attend the
Extraordinary General Meeting of Shareholders (“EGMS”) and General Meeting of
Independent Shareholders (“Independent GMS”) (EGMS and Independent GMS collectively
referred to as “Meeting”) which will be convened physically and electronically through the
Electronic General Meeting System KSEI facility (“eASY.KSEI”) provided by PT Kustodian
Sentral Efek Indonesia (“KSEI”) on:
Day/Date : Thursday, December 14, 2023
Time : Western Indonesian Time – Finish
Venue : Hotel Alila SCBD, North Gallery 3rd Floor,
SCBD Lot 11, Jl. Jend. Sudirman Kav. 52-53,
Jakarta 12190
The agenda of the Meeting are as follows:
EGMS
1. Approval for securing the Company’s assets valued at over 50% of the Company's
net worth to guarantee investment credit facility obtained by the Company from PT
Bank Mandiri (Persero) Tbk ("Bank Mandiri") amounting to IDR240,000,000,000 (two
hundred and forty billion Rupiah), in accordance with the provisions set forth in the
Company's Articles of Association.
Explanation:
In this agenda, the Board of Directors will present the Company's plan to provide collateral
in the form of land and buildings owned by the Company, with value exceeding 50% of
the Company’s net worth, to guarantee the investment credit facility obtained by the
Company from Bank Mandiri amounting to IDR240,000,000,000 (two hundred and forty
billion Rupiah), subject to approval by the Company's shareholders in the EGMS. The
required approval is based on Article 15 (2) of the Company’s Articles of Association.
Independent GMS
1. Approval of the plan to issue new shares through the execution of Capital Increase
Without Pre-emptive Rights (“PMTHMETD”) with the basis other than to improve the
financial position with reference to the provisions stipulated in FSA Regulation No.
32/POJK.04/2015 on Capital Increase with Pre-emptive Rights for Public Companies
(“FSAR No. 32/2015”) as amended with FSA Regulation No. 14/POJK.04/2019 on the
Amendment of Financial Services Authority Regulation No. 32/POJK.04/2015 on Capital
Increase with Pre-emptive Rights for Public Companies (“FSAR No. 14/2019”).
Explanation:
In this agenda, the Board of Directors will present the Company's plan to conduct
PMTHMETD of up to 10% of the Company’s total issued and fully paid-up shares with the
basis other than improving the Company's financial position, in accordance with Article 3
of POJK No. 14/2019, subject to approval by the Company's independent shareholders in
the Independent GMS.
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Information regarding this PMTHMETD plan has been announced by the Company on
November 7, 2023, on the website of the Company and Indonesia Stock Exchange (PT
Bursa Efek Indonesia).
2. Approval of the plan to amend Article 4 paragraphs (2) of the Company's Articles
of Association in connection with the increase of the issued and paid-up capital of
the Company in the context of implementing PMTHMETD
Explanation:
In this agenda, the Board of Directors will present the Company's plan to increase the
issued and paid-up capital of the Company in the context of implementing PMTHMETD.
IMPORTANT NOTES:
1. This invitation is valid as an official invitation for all of the Company’s shareholders in
accordance with the provisions of the Company’s Articles of Association and Financial Services
Authority Regulation No. 15/POJK.04/2020 on the Plan and Implementation of the General
Meeting of Shareholders of Public Company.
2. Shareholders who are entitled to attend or be represented at the Meeting are the Company’s
shareholders whose names are registered in the Register of Shareholders and/or the
Company’s Shareholders in the securities sub-account at PT Kustodian Sentral Efek Indonesia
(KSEI) at the close of trading in the Company’s shares in Indonesian Stock Exchange on
November 21, 2023, by 16.00 Western Indonesian Time.
3. In accordance with Financial Services Authority Regulation No. 16/POJK.04/2020 on the
Implementation of Electronic General Meeting of Shareholders by Public Company and
Regulation of PT Kustodian Sentral Efek Indonesia XI-B of 2022 on the Procedure for the
Convening of Electronic General Meeting of Shareholders Supplemented by the Casting of
Votes through Electronic General Meeting System of KSEI (eASY.KSEI), the Shareholders who
are entitled to attend the Meeting may use eASY.KSEI to authorized and/or exercise their voting
rights in accordance with the mechanism determined by the eASY.KSEI provider while taking
into account the provisions of laws and regulations.
4. If the Shareholders intend to attend the Meeting physically, the following conditions apply:
a. Shareholders who are unable to attend can be represented by their proxies with a power
of attorney provided that members of the Board of Directors, Board of Commissioners and
employees of the Company can act as proxies at the Meeting, However, the vote are not
taken into account in voting;
b. Shareholders or their proxies who are to attend the Meeting physically are required to
bring and show their Identity Card (“ID”) or other valid identification and submit a copy of
it to the registrar before entering the Meeting room. Shareholders in the form of legal
entities must submit a copy of its articles of association and the amendments as well as
the latest composition of its management. Shareholders in the collective custody of PT
Kustodian Sentral Efek Indonesia are requested to show a Written Confirmation for the
GMS (“KTUR“) to the registrar before entering the Meeting room;
c. To facilitate the organization and orderliness of the Meeting, the Shareholders or their
proxies are kindly requested to attend no later than 30 (thirty) minutes before the Meeting
starts.
5. Power of Attorney (conventional), Meeting material for each agenda, and the Meeting rule of
conduct can be accessed through the Company’s website, namely www.buvagroup.com from
the date of this invitation until the date of the Meeting. Meanwhile, the electronic power of
attorney (e-proxy) can be access through eASY.KSEI no later than 1 (one) working day prior
to the commencement of the Meeting.
Jakarta, November 22, 2023
PT Bukit Uluwatu Villa Tbk
Board of Directors
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